Consolidated Financial Statements of FIERA CAPITAL CORPORATION
Fiera Capital Corporation
Consolidated Financial Statements of FIERA SCEPTRE INC. Fiera Capital Corporation Table of Contents Independent Auditor s Report... 1 Consolidated Statements of Earnings... 2 Consolidated Statements of Comprehensive Income... 3 Consolidated Statements of Financial Position... 4 Consolidated Statements of Changes in Equity... 5 Consolidated Statements of Cash Flows... 6 Notes to the Consolidated Financial Statements... 7-55 Fiera Capital Corporation
INDEPENDENT AUDITOR S REPORT To the Shareholders of Fiera Capital Corporation We have audited the accompanying consolidated financial statements of Fiera Capital Corporation, which comprise the consolidated statements of financial position as at December 31, 2015 and December 31, 2014, and the consolidated statements of earnings, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Fiera Capital Corporation as at December 31, 2015 and December 31, 2014, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards. March 16, 2016 Montreal, Quebec 1 CPA auditor, CA, public accountancy permit No. A116635 1 Fiera Capital Corporation
Consolidated Statements of Earnings For the years ended December 31, (In thousands of Canadian dollars, except per share data) 2015 2014 $ $ Revenues Base management fees 231,421 200,612 Performance fees 19,534 15,437 Other revenues 7,462 6,309 258,417 222,358 Expenses Selling, general and administrative expenses (Note 18) 177,691 145,967 External managers 4,825 5,107 Depreciation of property and equipment (Note 9) 2,030 1,733 Amortization of intangible assets (Note 10) 27,119 25,700 Impairment of non-financial assets (Note 10) - 8,016 Acquisition costs 4,748 2,079 Restructuring and other integration costs (Note 4) 2,361 3,127 218,774 191,729 Earnings before realized gain on investments, interest on long-term debt and other financial charges, accretion and change in fair value of purchase price obligations, (gain) loss on dilution of investments in joint ventures, changes in fair value of derivative financial instruments and share of earnings of joint ventures 39,643 30,629 Realized gain on investments (522) (80) Interest on long-term debt and other financial charges 8,852 7,977 Accretion and change in fair value of purchase price obligations 484 2,642 (Gain) loss on dilution of investments in joint ventures (83) 23 Changes in fair value of derivative financial instruments (Note 6) 445 (7,419) Share of earnings of joint ventures (Note 5) (1,968) (1,263) Earnings before income taxes 32,435 28,749 Income taxes (Note 12) 6,771 5,158 Net earnings 25,664 23,591 Net earnings attributable to : Company s shareholders 27,631 27,492 Non-controlling interest (1,967) (3,901) 25,664 23,591 Earnings per share (Note 15) Basic 0.40 0.40 Diluted 0.39 0.40 The accompanying notes are an integral part of these consolidated financial statements. 2 Fiera Capital Corporation
Consolidated Statements of Comprehensive Income For the years ended December 31, (In thousands of Canadian dollars) 2015 2014 $ $ Net earnings 25,664 23,591 Other comprehensive income: Items that may be reclassified subsequently to earnings: Unrealized gain on available-for-sale financial assets (net of income taxes of $105 in 2015 and $83 in 2014) 640 352 Reclassification of gain on disposal of investments (net of income tax recovery of $68 in 2015) (414) - Share of other comprehensive income of joint ventures 155 111 Unrealized exchange differences on translating financial statements of foreign operations 18,382 7,472 Other comprehensive income 18,763 7,935 Comprehensive income 44,427 31,526 Comprehensive income attributable to: Company s shareholders 46,394 35,427 Non-controlling-interest (1,967) (3,901) 44,427 31,526 The accompanying notes are an integral part of these consolidated financial statements. 3 Fiera Capital Corporation
Consolidated Statements of Financial Position As at December 31, (In thousands of Canadian dollars) 2015 2014 $ $ Assets Current assets Cash 25,725 16,880 Restricted cash 2,890 579 Investments (Note 7) 4,707 7,986 Assets held-for-sale (Note 5) 5,496 - Accounts receivable (Note 8) 65,435 59,960 Prepaid expenses and other assets 6,115 2,908 Subscription receipts receivable 1,755 1,746 112,123 90,059 Non-current assets Deferred charges 3,284 1,831 Long-term receivable 433 449 Deferred income taxes (Note 12) 1,079 483 Subscription receipts receivable - 1,607 Investment in joint ventures (Note 5) 6,460 9,635 Property and equipment (Note 9) 18,956 5,120 Intangible assets (Note 10) 322,975 292,835 Goodwill (Note 10) 391,347 370,161 856,657 772,180 Liabilities Current liabilities Accounts payable and accrued liabilities (Note 11) 50,784 41,034 Dividend payable 334 311 Restructuring provisions (Note 4) 75 904 Amount due to related companies 1,259 931 Purchase price obligations 11,561 8,500 Client deposits 155 155 Deferred revenues - 99 Subscription receipts obligation 1,755 1,746 65,923 53,680 Non-current liabilities Deferred lease obligations 1,311 519 Lease inducements 5,284 636 Deferred income taxes (Note 12) 12,566 20,091 Long-term restructuring provisions (Note 4) 936 979 Other non-current liabilities 2,512 - Cash settled share-based liabilities 1,807 1,263 Long-term debt (Note 13) 264,226 222,081 Purchase price obligations 30,674 36,168 Derivative financial instruments (Note 6 & 13) 1,390 945 Subscription receipts obligation - 1,607 386,629 337,969 Equity Share capital, restricted and hold back shares, contributed surplus, (deficit) retained earnings, and accumulated other comprehensive income 474,938 437,154 Non-controlling interest 2,388 4,355 Initial value of option granted to non-controlling interest (7,298) (7,298) Total non-controlling interest (4,910) (2,943) 470,028 434,211 856,657 772,180 The accompanying notes are an integral part of these consolidated financial statements. Approved by the Board /s/ Jean-Guy Desjardins /s/ Sylvain Brosseau ---------------------------------------------------------------------------- --------------------------------------------------------------------- Jean-Guy Desjardins, Director Sylvain Brosseau, Director 4 Fiera Capital Corporation
Consolidated Statements of Changes in Equity For the years ended December 31, (In thousands of Canadian dollars) Share Capital Restricted and Hold back shares Contributed surplus (Deficit) Retained earnings Accumulated other comprehensive income Total Related to Non- Controlling Interest $ $ $ $ $ $ $ $ Balance, December 31, 2013 421,209 8,781 4,533 (20,356) 1,916 416,083 958 417,041 Net earnings - - - 27,492-27,492 (3,901) 23,591 Other comprehensive income - - - - 7,935 7,935-7,935 Comprehensive income - - - 27,492 7,935 35,427 (3,901) 31,526 Share-based compensation expense (Note 18) - - 5,255 - - 5,255-5,255 Stock options exercised (Note 14) 2,245 - (557) - - 1,688-1,688 Shares issued as settlement of purchase price obligations (Note 14) 8,500 - - - - 8,500-8,500 Issuance of shares (Note 14) 1,830 - - - - 1,830-1,830 Conversion of hold back shares (Note 14) 3,104 (3,104) - - - - - - Dividends - - - (31,629) - (31,629) - (31,629) Balance, December 31, 2014 436,888 5,677 9,231 (24,493) 9,851 437,154 (2,943) 434,211 Net earnings - - - 27,631-27,631 (1,967) 25,664 Other comprehensive income - - - - 18,763 18,763-18,763 Comprehensive income - - - 27,631 18,763 46,394 (1,967) 44,427 Share-based compensation expense (Note 18) - - 5,994 - - 5,994-5,994 Performance share units settled (3,450) - - (3,450) - (3,450) Stock options exercised (Note 14) 3,146 - (719) - - 2,427-2,427 Shares issued as part of a business combination (Note 4) 11,998 3,566 - - - 15,564-15,564 Shares purchased for cancellation (Note 14) (2,320) - - (789) - (3,109) - (3,109) Issuance of restricted shares (Note 14) 2,622 (2,622) - - - - - - Shares issued as settlement of purchase price obligations (Note 14) 8,500 - - - - 8,500-8,500 Issuance of shares (Note 14) 3,341 - - - - 3,341-3,341 Conversion of hold back shares (Note 14) 2,959 (2,959) - - - - - - Dividends - - - (37,877) - (37,877) - (37,877) Balance, December 31, 2015 467,134 3,662 11,056 (35,528) 28,614 474,938 (4,910) 470,028 The accompanying notes are an integral part of these consolidated financial statements. Total Equity 5 Fiera Capital Corporation
Consolidated Statements of Cash Flows For the years ended December 31, (In thousands of Canadian dollars) 2015 2014 $ $ Operating activities Net earnings 25,664 23,591 Adjustments for: Depreciation of property and equipment 2,030 1,733 Amortization of intangible assets 27,119 25,700 Impairment of non-financial assets - 8,016 Amortization of deferred charges 507 373 Accretion and change in fair value of purchase price obligations 484 2,642 Lease inducements (216) (121) Deferred lease obligations 764 (15) Share-based compensation 5,994 5,255 Cash settled share-based compensation 2,886 1,683 Restructuring provisions (872) 574 Interest on long-term debt and other financial charges 8,852 7,977 Changes in fair value of derivative financial instruments 445 (7,419) Income tax expense 6,771 5,158 Income tax paid (12,563) (14,346) Share of earnings of joint ventures (1,968) (1,263) (Gain) loss on dilution of investments in joint ventures (83) 23 Realized gain on investments (522) (80) Other non-current liabilities 2,490 - Changes in non-cash operating working capital items (Note 19) (926) 4,254 Net cash generated from operating activities 66,856 63,735 Investing activities Business combinations (less cash acquired of $1,144 in 2015 ($107 in 2014)) (Note 4) (23,975) (9,914) Payment of purchase price obligations - (9,484) Investments, net 3,385 2,904 Investment in joint ventures (96) - Purchase of property and equipment (9,409) (1,295) Purchase of intangible assets (1,655) (2,343) Repayment from a related shareholder - 1,211 Long-term receivable (218) (449) Deferred charges (1,874) (1,500) Restricted cash and client deposits (758) 158 Net cash used in investing activities (34,600) (20,712) Financing activities Settlement of share-based compensation (3,450) - Dividends (37,854) (31,318) Issuance of share capital less issuance cost of $19 in 2015 (nil in 2014) 4,238 3,518 Shares purchased for cancellation (3,109) - Long-term debt, net 23,030 (13,300) Interest paid on long-term debt (7,539) (7,864) Financing charges (1,168) (23) Net cash used in financing activities (25,852) (48,987) Net increase (decrease) in cash 6,404 (5,964) Effect of exchange rate changes on cash denominated in foreign currencies 2,441 1,070 Cash beginning of year 16,880 21,774 Cash end of year 25,725 16,880 The accompanying notes are an integral part of these consolidated financial statements. 6 Fiera Capital Corporation
Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, unless noted otherwise except share and per share information) 1. Description of business Fiera Capital Corporation ( Fiera Capital or the Company ) was incorporated as Fry Investment Management Limited in 1955 and is incorporated under the laws of the Province of Ontario. The Company is a North American asset management firm which offers a wide range of traditional and alternative investment solutions, including depth and expertise in asset allocation. The Company provides investment advisory and related services to institutional investors, private wealth clients and retail investors. In the U.S., investment advisory services are provided by the Company s U.S. affiliates, which are investment advisors registered with the U.S. Securities and Exchange Commission. Its head office is located at 1501 Avenue McGill College, office 800, Montreal, Quebec, Canada. The Company is listed on the Toronto Stock Exchange ( TSX ) under the symbol FSZ. The Board of Directors (the Board ) approved the consolidated financial statements for the years ended December 31, 2015 and 2014, on March 16, 2016. 2. Basis of presentation and adoption of new IFRS Statement of compliance The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ). The policies applied in these consolidated financial statements are based on IFRS issued and outstanding as at December 31, 2015. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. 7 Fiera Capital Corporation
Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, unless noted otherwise except share and per share information) 2. Basis of presentation and adoption of new IFRS (continued) Revised IFRS, interpretations and amendments Annual improvements to IFRS (2010-2012) and (2011-2013) cycles In December 2013, the IASB published annual improvements on the 2010-2012 and the 2011-2013 cycles which included narrow-scope amendments to a total of nine standards. Modifications of standards that may be relevant to the Company include amendments made to clarify items including the definition of vesting conditions in IFRS 2 Share-Based payment, disclosure on the aggregation of operating segments in IFRS 8 Operating segments, measurement of short-term receivables and payables under IFRS 13 Fair value measurement, definition of related party in IAS 24 Related party disclosures, and other amendments. Most of the amendments were effective for annual periods beginning on or after July 1, 2014. The adoption of these standards had no impact on the amounts reported or disclosures made in these consolidated financial statements. 3. Significant accounting policies, judgments and estimation uncertainty Significant accounting policies Basis of measurement The consolidated financial statements have been prepared under the historical cost convention, except for financial assets and liabilities held at fair value through profit or loss and available-for-sale investments, which have been measured at fair value as discussed under Financial Instruments. Consolidation The financial statements of the Company include the accounts of the Company and its subsidiaries, as well as its share of interests in joint ventures. All intercompany transactions, balances and unrealized gains and losses from intercompany transactions with and amongst the subsidiaries are eliminated on consolidation. 8 Fiera Capital Corporation
Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, unless noted otherwise except share and per share information) 3. Significant accounting policies, judgments and estimation uncertainty (continued) The consolidated financial statements include the accounts of Fiera Capital Corporation and its wholly owned subsidiaries, Fiera Capital Funds Inc. ( FCFI ) which is registered with various provincial securities commissions as a mutual fund dealer and maintains membership in the Mutual Fund Dealer Association, Fiera US Holding Inc. (which owns Bel Air Investment Advisors LLC, Bel Air Management LLC, Bel Air Securities LLC, and Fiera Capital Inc., formerly Wilkinson O Grady & Co. Inc.), Propel Capital Corporation, Fiera Quantum GP Inc. and 9276-5072 Quebec Inc. (which collectively owns a controlling 55% interest in Fiera Quantum Limited Partnership ( Fiera Quantum L.P. ) which owns FQ ABCP GP Inc., and FQ GenPar LLC), and 8645230 Canada Inc. (which owns Gestion Fiera Capital S.a.r.l.). Subsidiaries are those entities which the Company controls. The Company controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is obtained by the Company and are deconsolidated from the date that control ceases. Accounting policies of subsidiaries have been changed when necessary to ensure consistency with the policies adopted by the Company. Investments in joint ventures A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The Company owns interests in the following joint ventures: Axium Infrastructure Inc. ( Axium ), formerly Fiera Axium Infrastructure Inc., an entity in Montreal, Quebec that specializes in infrastructure investment and Fiera Properties Limited ( Fiera Properties ), an entity in Halifax, Nova Scotia that specializes in real estate investments, over which the Company has joint control. The financial results of the Company s investments in its joint ventures are included in the Company s results using the equity method of accounting. Subsequent to the acquisition date, the Company s share of earnings of the joint venture is recognized in the consolidated statement of earnings. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. The accounting policies of the joint ventures have been changed when necessary to ensure consistency with the policies adopted by the Company. 9 Fiera Capital Corporation
Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, unless noted otherwise except share and per share information) 3. Significant accounting policies, judgments and estimation uncertainty (continued) The Company assesses at each year-end whether there is any objective evidence that its interests in the joint ventures are impaired; if impaired, the carrying value of the Company s investment in the joint venture is written down to its estimated recoverable amount (being the higher of fair value less costs to sell and value-in-use) and charged to the consolidated statement of earnings. In accordance with IAS 36 Impairment of assets, impairment losses are reversed in subsequent years if the recoverable amount of the investment subsequently increases and the increase can be related objectively to an event occurring after the impairment was recognized. Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value at the date of acquisition. Acquisition-related costs are recognized in the consolidated statement of earnings. At the acquisition date the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except deferred tax assets or liabilities, which are recognized and measured in accordance with IAS 12 Income Taxes. Subsequent changes in fair values are adjusted against the cost of acquisition if they qualify as measurement period adjustments. The measurement period is the period between the date of the acquisition and the date where all significant information necessary to determine the fair values is available and cannot exceed 12 months. All other subsequent changes are recognized in the consolidated statement of earnings. The determination of fair value involves making estimates relating to acquired intangibles assets, property and equipment and contingent consideration. Contingent consideration that is classified as a liability is measured at each subsequent reporting date with the corresponding gain or loss being recognized in earnings. Goodwill is measured as the excess of the consideration transferred over the net amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the excess is recognized immediately in the consolidated statement of earnings as a bargain purchase gain. Foreign currency translation The Company has prepared and presented these consolidated financial statements in Canadian dollars, its functional currency. Foreign currency transactions are translated using the exchange rates prevailing at the dates of the transactions. Generally, foreign exchange gains and losses from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of earnings. Non-monetary assets and liabilities denominated in foreign currencies are reported in Canadian dollars based on the exchange rates in effect at the date of initial recognition. The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition are translated in Canadian dollars at exchange rates at the reporting date. The revenue and expenses of foreign operations are translated at exchange rates at the date of transactions. 10 Fiera Capital Corporation
Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, unless noted otherwise except share and per share information) 3. Significant accounting policies, judgments and estimation uncertainty (continued) Translation gains or losses related to foreign operations are recognized in other comprehensive income and are reclassified in earnings on disposal or partial disposal of the investment in the related foreign operations. Revenue recognition Revenue from management fees is recognized as the related services are rendered and when the fees are determinable. Management fees are invoiced quarterly based on daily average assets under management ( AUM ) while others are calculated and invoiced monthly or quarterly in arrears based on calendar quarter-end or month-end asset values under management or on an average of opening and closing AUM for the quarter. Performance fees are recorded only at the performance measurement dates contained in the individual account agreements and are dependent upon performance of the account exceeding agreed-upon benchmarks over the relevant period. Deferred revenues Payments received in advance for services from external parties are recorded upon receipt as deferred revenues. These revenues are recognized in the period in which the related services are rendered. Financial instruments Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Regular purchases and sales of financial assets are accounted for at the trade date. At initial recognition, the Company classifies its financial instruments in the following categories depending on the purpose for which the instruments were acquired: 11 Fiera Capital Corporation
Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, unless noted otherwise except share and per share information) 3. Significant accounting policies, judgments and estimation uncertainty (continued) Classification Cash and restricted cash Investments Other securities and obligations Mutual fund and pooled fund investment Accounts receivable Long-term receivable Subscription receipts receivable Accounts payable and accrued liabilities Dividend payable Amount due to related companies Client deposits Value of option granted to non-controlling interest Cash settled share-based liabilities Long-term debt Purchase price obligations Derivative financial instruments Subscription receipts obligation Loans and receivables Fair value through profit or loss Available-for-sale Loans and receivables Loans and receivables Loans and receivables Financial liabilities at amortized cost Financial liabilities at amortized cost Financial liabilities at amortized cost Financial liabilities at amortized cost Fair value through profit or loss Fair value through profit or loss Financial liabilities at amortized cost Financial liabilities at amortized cost Fair value through profit or loss Financial liabilities at amortized cost Financial assets at fair value through profit or loss A financial asset is classified in this category if acquired principally for the purpose of selling or repurchasing in the short term. The instruments held by the Company that are classified in this category are certain securities and obligations, classified under investments in the consolidated statements of financial position and derivative financial instruments. Financial instruments in this category are measured initially and subsequently at fair value. Transaction costs are expensed as incurred in the consolidated statement of earnings. Gains and losses arising from changes in fair value are presented in the consolidated statement of earnings in the period in which they arise. Financial assets at fair value through profit or loss are classified as current except for the portion expected to be realized or paid beyond twelve months of the consolidated statement of financial position date, which is classified as non-current. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Company s loans and receivables consist of cash, restricted cash, accounts receivable, long-term receivable, and subscription receipts receivable. With the exception of the long-term receivable, these assets are included in current assets due to their short-term nature. Loans and receivables are initially recognized at the amount expected to be received, less, if applicable, a discount to reduce the loans and receivables to fair value. Subsequently, loans and receivables are measured at amortized cost using the effective interest method, less a provision for impairment, if necessary. 12 Fiera Capital Corporation
Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, unless noted otherwise except share and per share information) 3. Significant accounting policies, judgments and estimation uncertainty (continued) Available-for-sale Available-for-sale investments are recognized initially at fair value plus transaction costs and are subsequently carried at fair value. Gains or losses arising from changes in fair value are recognized in other comprehensive income (loss). Available-for-sale investments are classified as non-current, unless the investment matures within twelve months or management expects to dispose of it within twelve months. Dividends on available-for-sale equity instruments are recognized in the consolidated statement of earnings when the Company s right to receive payment is established. When an available-for-sale investment is sold or impaired, the accumulated gains or losses are moved from accumulated other comprehensive income to the consolidated statement of earnings. Available-for-sale investments are assessed for indicators of impairment at the end of each reporting period. The investments are considered to be impaired when there is objective evidence that, as a result of one or more events that have occurred, the estimated future cash flows of the investment have been affected, such as a prolonged decline in the fair value of the investment below cost. Financial liabilities at amortized cost Financial liabilities at amortized cost include accounts payable and accrued liabilities, dividend payable, amount due to related companies, client deposits, long-term debt, purchase price obligations and subscription receipts obligation. Accounts payable and accrued liabilities, dividend payable, amount due to related companies and client deposits are initially recognized at the amount required to be paid less, if applicable, a discount to reduce the payables to fair value. Subsequently, they are measured at amortized cost using the effective interest method. Long-term debt, purchase price obligations and subscription receipts obligation are recognized initially at fair value, net of any transaction costs incurred, and subsequently at amortized cost using the effective interest method. Restricted cash Restricted cash consists of client deposits received following the settlement of a class action in favour of certain clients for whom the Company acted as agent and cash held in a segregated account, in connection with lease arrangements. Investments Investments in other securities and obligations are carried on the consolidated statements of financial position at fair value using bid prices at the end of the reporting period. Investments in mutual fund and pooled fund units are carried at the net asset value reported by the fund manager. 13 Fiera Capital Corporation
Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, unless noted otherwise except share and per share information) 3. Significant accounting policies, judgments and estimation uncertainty (continued) Property and equipment Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. Repairs and maintenance costs are charged to the consolidated statement of earnings during the period in which they are incurred. The major categories of property and equipment are depreciated over their estimated useful lives using the straight-line method over the following periods: Office furniture and equipment 5 years Computer equipment 3 years Leasehold improvements Shorter of lease term or useful life Residual values, methods of amortization and useful lives of the assets are reviewed annually and adjusted if appropriate. Gains and losses on disposals of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of the asset and are recognized in the consolidated statement of earnings. Intangible assets Intangible assets with an indefinite life such as the management contracts with mutual funds are accounted for at cost. The Company expects both the renewal of these contracts and the cash flows generated by these assets to continue indefinitely. These mutual funds have an indefinite life. Accordingly, the Company does not amortize these intangible assets, but reviews them for impairment, annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. The finite-life intangible assets are accounted for at cost. Other intangible assets are comprised of trade name, software and non-compete agreements. The expected useful lives of finite-life customer relationships are analyzed each year and determined based on the analysis of the historical and projected attrition rates of clients and other factors that may influence the expected future economic benefit that the Company will generate from the customer relationships. 14 Fiera Capital Corporation
Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, unless noted otherwise except share and per share information) 3. Significant accounting policies, judgments and estimation uncertainty (continued) Development costs for internally-generated intangible assets are capitalized when all of the following conditions are met: technical feasibility can be demonstrated; management has the intention to complete the intangible asset and use or sell it; management can demonstrate the ability to use or sell the intangible asset; it is probable that the intangible asset will generate future economic benefits; the Company can demonstrate the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and costs attributable to the asset can be measured reliably. The amount initially recognized for internally-generated intangible assets is the sum of the expenditures incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognized, development expenditures are charged to the consolidated statement of earnings in the period in which they are incurred. Amortization of the finite-life intangible assets is based on their estimated useful lives using the straight-line method over the following periods: Asset management contracts Customer relationships Other 10 years 5 to 20 years 2 to 8 years Goodwill Goodwill represents the excess of the consideration transferred in a business combination over the fair value of the Company s share of the net identifiable assets acquired at the date of acquisition. Goodwill is tested at least annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Impairment of non-financial assets Property and equipment and finite-life intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable. Indefinite-life intangible assets are tested at least annually for impairment. For the purpose of measuring recoverable amounts, assets are grouped at the lowest level for which there are separately identifiable cash inflows (cash-generating units or CGU ). The recoverable amount is the higher of an asset s fair value less costs to sell and value-in-use. Value-in-use is determined by discounting estimated future cash flows, using a pre-tax discount rate that reflects current assessments of the market, of the time value of money and of the risks specific to the CGU. Fair value less costs to sell is determined using an EBITDA (earnings before interest, taxes, depreciation and amortization) multiple of comparable companies operating in similar industries for each CGU. An impairment loss is recognized for the amount by which the asset s carrying amount exceeds its recoverable amount. Impairment losses are recognized in the consolidated statement of earnings. Impairment losses recognized are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis. An impairment loss in respect of goodwill is not reversed. Previously impaired non-financial assets are reassessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there have been changes to the estimates used to determine the recoverable amount, and that these changes will be supported in the future. An impairment loss is reversed only to the extent that the asset s carrying amount does not exceed the carrying amount that would have been determined, net of amortization, if no impairment loss had been recognized. 15 Fiera Capital Corporation
Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, unless noted otherwise except share and per share information) 3. Significant accounting policies, judgments and estimation uncertainty (continued) For goodwill impairment testing purposes, the CGU, which represents the lowest level within the Company at which management monitors goodwill, is Fiera Quantum L.P. and the remainder of the business. Leases Leases in which substantially all of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any lease inducements received from the lessor) are charged to the consolidated statement of earnings on a straight-line basis over the term of the lease. Deferred charges Deferred charges consist of insurance, rent and other long-term prepaid expenses and are amortized on a straight-line basis over the term of the contract or lease. Deferred lease obligations The Company leases office space with a predetermined fixed escalation of the minimum rent. The Company recognizes the related rent expense on a straight-line basis and, consequently, records the difference between the recognized rental expense and the amounts payable under the lease as deferred lease obligations. Lease inducements Lease inducements consist of allocations received from lessors for leasehold improvements and are amortized over the lease term. Income taxes Income taxes are comprised of current and deferred tax. Income taxes are recognized in the consolidated statement of earnings, except to the extent that they relate to items recognized directly in equity, in which case the income taxes are also recognized directly in equity. Current income taxes are the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. In general, deferred income taxes are recognized in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income taxes are determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the consolidated statement of financial position date and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred income taxes are provided on temporary differences arising on investments in subsidiaries and joint ventures except in the cases of subsidiaries where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. 16 Fiera Capital Corporation
Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, unless noted otherwise except share and per share information) 3. Significant accounting policies, judgments and estimation uncertainty (continued) Deferred income tax assets and liabilities are presented as non-current. Employee benefits Post-employment benefit obligations Certain employees of the Company have entitlements under the Company s pension plans, which are defined contribution pension plans. The cost of defined contribution pension plans is charged to expense as the contributions are earned by the employees. Bonus plans The Company recognizes a provision and an expense for bonuses at the time the Company becomes contractually obliged to make a payment or when there is a past practice that has created a constructive obligation. Share-based compensation The Company grants stock options to certain employees which are approved by the Board. The Board may determine the vesting term of the option including when any option will become exercisable and if the option will be exercisable in instalments or pursuant to a vesting schedule. Share-based compensation expense is recorded using the fair value method. Under this method, the compensation expense for each tranche is measured at fair value at the grant date using the Black-Scholes-option-pricing model and recognized as share-based compensation over the vesting period with an equal and offsetting amount recorded to contributed surplus. When stock options are exercised, any consideration paid by employees is credited to share capital and the recorded fair value of the options is removed from contributed surplus and credited to share capital. Deferred share unit plan The expense associated with granting deferred share units ( DSU ) was recognized when the deferred shares were issued. Changes in the fair value of previously issued DSU that arise due to changes in the price of the Company s common shares are recognized on an ongoing basis in the consolidated statement of earnings. The number of DSU granted to directors was determined by dividing the dollar value of the portion of directors fees to be paid in DSU by the closing price of the Company s shares on the TSX for the business day immediately preceding the date of the grant. In 2010, the Board discontinued the DSU plan; however, all existing rights and privileges were kept intact. All eligible directors are now compensated in cash. The liability related to this plan is recognized in accounts payable and accrued liabilities. The liability is derecognized when the DSUs are settled. 17 Fiera Capital Corporation
Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, unless noted otherwise except share and per share information) 3. Significant accounting policies, judgments and estimation uncertainty (continued) Restricted share unit plan The Restricted Share Unit Plan ( RSU Plan ) was established for the purpose of providing certain employees with the opportunity to acquire Class A subordinate voting shares of the Company in order to induce such persons to become employees of the Company or one of its affiliates and to permit them to participate in the growth and development of the Company. If a RSU participant s employment with the Company terminates for any reason other than upon death or disability, then all unvested RSUs will automatically be forfeited and cancelled. The maximum number of issuable shares under all plans is 10% of the issued and outstanding shares of the Company calculated on a non-diluted basis. The vesting date is the third anniversary of the award date. The Board may determine the number of shares each eligible employee can receive. The restricted share unit ( RSU ) expense is recorded at fair value and is amortized over the vesting period on a straight-line basis. Performance share unit plan PSU plan applicable to business units On September 3, 2013, the Company adopted a PSU plan applicable to business units ( PSU plan applicable to BU ) for the purposes of attracting persons to become employees of the Company or to retain key employees and officers by allowing them to participate in the growth and development of the Company and the unit in which they directly contribute. Under the terms of the PSU plan applicable to BU, the Company is allowed to grant PSUs at a value determined by reference to the value of a specific business unit rather than by reference to the price of the Class A Shares of the Company. At the time of grant of any PSUs, the Company determines (i) the award value, (ii) the number of PSUs which are being granted, (iii) the value of each PSU granted, (iv) the formula used to determine the value of the applicable business unit, (v) the vesting terms and conditions of the PSUs, and (vi) the applicable vesting date(s). The method of settlement with respect to the vested PSUs shall be determined upon each particular granting of PSU. Such methods may include all or a portion of the value of the vested PSUs payable in Class A Shares or in cash. The choice of the method of settlement may be at the option of either the Company or the participant. The PSU compensation expense is recognized on a straight-line basis over the vesting period only when it is probable that the performance targets will be met. The attainment of the performance conditions and the estimated vesting of the PSUs are reassessed at the end of each reporting period. When a participant commences rendering services before the grant date of an award, the Company recognizes a compensation expense from the service commencement date until the grant date based on the estimated grant date fair value of the PSUs. PSU Plan On May 23, 2013, the Company adopted a PSU plan ( PSU plan ) for the purposes of retaining key employees and officers by allowing them to participate in the growth and development of the Company. Under the terms of the PSU plan, the Company is allowed to grant PSUs based on the price of the Class A Shares of the Company on the date of the award. PSUs awarded to participants vest on the third anniversary of the date of the grant or as determined by the Board of Directors at the time of the grant, provided that the PSU participants have satisfied the performance conditions determined at the time of the grant. These performance conditions are expressed as performance criteria objectives and may be set at different aggregate levels: from individual to corporate level. PSU participants have the right to receive up to 50% of the vested PSUs in cash. A PSU participant s account will be credited with dividend equivalents in the form of additional PSUs as of each dividend payment date, if any, in respect of which dividends are paid on Class A Shares. 18 Fiera Capital Corporation
Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, unless noted otherwise except share and per share information) 3. Significant accounting policies, judgments and estimation uncertainty (continued) Termination benefits The Company recognizes termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal, or providing benefits as a result of an offer made to encourage voluntary termination. Benefits becoming due more than twelve months after the end of the reporting period are discounted to their present value. Restructuring Provisions Provisions, representing termination benefits, are measured at management s best estimate of the expenditures required to settle the obligation at the end of the reporting period, and are discounted to present value where the effect is material. Acquisition costs Acquisition costs include expenses, fees, commissions and other costs associated with the collection of information, negotiation of contracts, risk assessments related to business combinations that have closed or that are being contemplated. These expenses are mostly composed of lawyers, advisors and specialists fees. Earnings per share Basic earnings per share ( EPS ) is calculated by dividing the net earnings for the year attributable to equity owners of the Company by the weighted average number of shares and hold back shares outstanding during the year. Diluted EPS is calculated by adjusting the weighted average number of shares outstanding for dilutive instruments. The number of shares included with respect to options and similar instruments is computed using the treasury stock method, with only the bonus element of the issue reflected in diluted EPS. The bonus element is the difference between the number of ordinary shares that would be issued at the exercise price and the number of ordinary shares that would have been issued at the average market price. The Company s potentially dilutive shares comprise stock options and performance share units granted to employees. Share capital Class A subordinated voting shares ( Class A Shares ) and Class B special voting shares ( Class B Shares ) are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. Dividends Dividends on shares are recognized in the Company s consolidated financial statements in the period in which the dividends are approved by the Company s Board of Directors. 19 Fiera Capital Corporation